SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2002
(February 19, 2002)
TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
0-10592 14-1630287
--------------------------------- ------------------------
(Commission File Number) (IRS Employer Identification No.)
5 Sarnowski Drive, Glenville, New York 12302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 377-3311
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TrustCo Bank Corp NY
Item 5. Other Events
A press release was issued on February 19, 2002 in a letter
dated February 19, 2002 to the Federal Reserve Bank of New
York, TrustCo Bank Corp NY ("TrustCo"), indicated that due to
the passivity requirements TrustCo is withdrawing its
application to acquire up to 9.9% of the outstanding common
stock of Troy Financial Corporation. TrustCo is reconsidering
its options with respect to Troy Financial Corp. Attached is
the press release labeled as exhibit 99(a).
Item 7 (c) Exhibits
Reg S-K Exhibit No. Description
99(a) Press release dated February 19, 2002
in a letter dated February
19, 2002 to the Federal
Reserve Bank of New York,
TrustCo Bank Corp NY
("TrustCo"), indicated that
due to the passivity
requirements TrustCo is
withdrawing its application
to acquire up to 9.9% of
the outstanding common
stock of Troy Financial
Corporation. TrustCo is
reconsidering its options
with respect to Troy
Financial Corp.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 19, 2002
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
----------------------------
Robert T. Cushing
Vice President and
Chief Financial Officer
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Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
- ------------------ ---------------------------- ----------
99(a) Press release dated February 19, 5-6
2002, in a letter dated February 19, 2002
to the Federal Reserve Bank of New
York, TrustCo Bank Corp NY ("TrustCo"),
indicated that due to the passivity
requirements TrustCo is withdrawing
its application to acquire up to 9.9% of
the outstanding common stock of Troy
Financial Corporation. TrustCo is
reconsidering its options with respect to
Troy Financial Corp.
4
Exhibit 99(a)
TRUSTCO
Bank Corp NY News Release
- -----------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiaries: Trustco Bank NASDAQ - TRST
Trustco Savings
Robert M. Leonard
Vice President
518-381-3693
FOR IMMEDIATE RELEASE:
TrustCo Announces Withdrawal Of Application To Acquire 9.9% of
Troy Financial Corp.
Glenville, New York - February 19, 2002 - In a letter dated February 19, 2002
(attached) to the Federal Reserve Bank of New York, TrustCo Bank Corp NY
("TrustCo"), indicated that due to the passivity requirements TrustCo is
withdrawing its application to acquire up to 9.9% of the outstanding common
stock of Troy Financial Corporation. TrustCo is reconsidering its options with
respect to Troy Financial Corp.
TrustCo is a $2.6 billion bank holding company and through its subsidiaries,
Trustco Bank, National Association, and Trustco Savings Bank, operates 56 bank
offices in Albany, Columbia, Greene, Montgomery, Rensselaer, Saratoga,
Schenectady, Schoharie, Warren, and Washington counties. In addition, the bank
operates a full service Trust Department with $1.23 billion in assets under
management. The common shares of TrustCo are traded on the Nasdaq National
Market tier of the Nasdaq Stock Market under the symbol TRST.
Except for historical information contained herein, the matters discussed in
this news release and other information contained in TrustCo's Securities and
Exchange Commission filings may express "forward-looking statements." Those
"forward-looking statements" may involve risk and uncertainties, including
statements concerning future events or performance and assumptions and other
statements that are other than statements of historical facts. TrustCo wishes to
caution readers not to place undo reliance on any forward-looking statements,
which speak only as of the date made. Readers are advised that various risk
factors, including but not limited to: (1) credit risk, (2) interest rate risk,
(3) competition, (4) changes in the regulatory environment, and (5) changes in
general business and economic trends, could cause the actual results or
circumstances for future periods to differ materially from those anticipated or
projected.
TrustCo does not undertake, and specifically disclaims any obligation, to
publicly release the results of any revisions that may be made to any
forward-looking statements to reflect the occurrence of unanticipated events or
circumstances after the date of such statement.
(More)
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LEWIS, RICE & FINGERSH, L.C.
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
JOHN K. PRUELLAGE WWW.LRF.COM TEL (314) 444-7600
DIRECT (314) 444-7621 JPRUELLAGE@LEWISRICE.COM FAX (314) 612-7621
February 19, 2002
Pat A. Robinson
Senior Counsel
Legal Division
Board of Governors of the Federal Reserve System
Mail Stop 1
Washington, D.C. 20551
Re: Application of TrustCo Bank Corp NY, Glenville, New York,
to acquire up to 9.9% of the outstanding common stock of
Troy Financial Corporation, Troy, New York
Dear Ms. Robinson:
This letter is submitted on behalf of TrustCo Bank Corp NY, Glenville,
New York ("TrustCo"), in response to your February 11, 2002 letter to Leonard J.
Essig of this firm regarding the above-captioned application ("Application").
Please be advised that, since TrustCo has now determined that it does
not wish to be bound by any passivity commitments with respect to Troy Financial
Corporation, it hereby withdraws the Application. TrustCo reaffirms the
statements made in the February 8, 2002 letter to Jay B. Bernstein of the
Federal Reserve Bank of New York; however, in light of the withdrawal of the
Application, TrustCo does not intend to respond to your February 11, 2002
letter.
If you have any questions with respect to the foregoing, please call
the undersigned at 314-444-7621 or Leonard J. Essig at 314-444-7651.
Sincerely,
John K. Pruellage
JKP/LJE
ST. LOUIS, MISSOURI o KANSAS CITY, MISSOURI o ST. LOUIS COUNTY o
WASHINGTON, MISSOURI o BELLEVILLE, ILLINOIS o LEAWOOD, KANSAS
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